Drafting Shareholder Agreements for Private Equity M&A Deals

Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information Rights, and More

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Wednesday, August 18, 2021

Recorded event now available

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Course Materials

This CLE course will guide deal counsel for drafting shareholder agreements accompanying private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, including an M&A-related exit.


In PE deals, the PE investors and existing shareholders enter a shareholder agreement that outlines the rights and obligations of the shareholders to one another and the company. The shareholder agreement addresses board control, drag-along rights of the PE investors, tag-along rights of management and minority investors, restrictions on equity transfers, buy-sell arrangements, and much more.

The seminal Delaware Court of Chancery case, Cigna Health & Life Ins. Co. v. Audax Health Solutions highlights the importance of ensuring that shareholder agreements include provisions that will bind shareholders to indemnity and other post-closing obligations following an M&A-related exit from a PE investment.

Shareholder agreements that are carefully drafted to comport with the intent of the PE investors and existing shareholders are most likely to be enforced in litigation.

Listen as our authoritative panel of deal counsel discusses key provisions in shareholder agreements that accompany PE deals and legal considerations to ensure that contracts are valid and enforceable.



  1. Key provisions in shareholder agreements
    1. Board of directors composition and duties
    2. Treatment/waiver of corporate opportunities
    3. Appointment and removal of officers
    4. Voting rights
    5. Information rights
    6. Transfer restrictions
    7. Resolving deadlock
    8. Preemptive rights
    9. Amendment and termination of a shareholder agreement
    10. Governing law
  2. Best practices for binding and enforceable agreements


The panel will review these and other key issues:

  • What are the key provisions in shareholder agreements, and what potential pitfalls can impact their enforceability and effectiveness?
  • What common legal challenges are likely to arise during the drafting and enforcement of shareholder agreements--and how can they most effectively be resolved?
  • What is the relationship between shareholder agreements and the M&A transaction documents--and how are conflicts among the documents resolved?


Coogan, Jay
Jay Coogan

Ballard Spahr

Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held...  |  Read More

Heide, Nanette
Nanette C. Heide

Duane Morris

Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry...  |  Read More

Kupferman, Sarah
Sarah Kupferman


Ms. Kupferman focuses her practice on corporate and securities matters, counseling private equity and strategic clients...  |  Read More

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